ANAREN INC Item 1A Risk Factors In an effort to provide investors a balanced view of our current condition and future growth opportunities, this Annual Report on Form 10-K includes comments by our management about future performance |
These statements which are not historical information are "e forward-looking statements "e pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 |
These, and other forward-looking statements, are subject to business and economic risks and uncertainties that could cause actual results to differ materially from those discussed |
The risks and uncertainties described below are not the only risks and uncertainties that we face |
Additional risks and uncertainties not presently known to us or that are currently deemed immaterial may also impair our business operations |
If any of the following risks actually occur, our business could be adversely affected, and the trading price of our common stock could decline, and you may lose all or part of your investment |
You are encouraged to review our 2006 Annual Report, this Form 10-K for the fiscal year ended June 30, 2006 and our Form 10-Q for the three months ended March 31, 2006, and exhibits to those Reports filed with the Securities and Exchange Commission, to learn more about the various risks and uncertainties facing our business and their potential impact on our revenue, earnings and stock price |
Unless required by law, we disclaim any obligation to update or revise any forward-looking statement |
We may face unanticipated delays or difficulties in effectuating the relocation of our Suzhou, China manufacturing facility |
Beginning in the latter part of the third quarter of calendar year 2006, we intend to relocate our existing 25cmam000 square foot Suzhou, China wireless infrastructure manufacturing operation to a new 76cmam000 square foot facility in Suzhou |
The additional space is required to accommodate our growing wireless component business, and in particular to enable us to satisfy our obligations with respect to a contract to produce certain wireless based combiners for Nokia |
Unanticipated delays in effectuating the relocation and in transitioning production to the new facility due to factors beyond our control (such as equipment failures, lack of raw materials, and failure to obtain appropriate qualification approvals) could result in interruptions to production on the Nokia contract and other business, adversely affecting our operating results |
In addition, our manufacturing operations in China may be subject to risks generally affecting overseas operations, including potential exposure to more volatile economic conditions, political instability, cultural and legal differences in conducting business, and currency fluctuations |
Our Wireless Group has a significant concentration of business with one OEM Customer |
Our Wireless Group currently derives a significant amount of revenue from production of one combiner subassembly that is used in a single Nokia basestation platform |
Because of this relatively high concentration of business with one customer and for only one platform, the Companyapstas revenue and profitability could be materially and adversely impacted by cancellation, postponement, or end of life of this Nokia contract |
We depend on a small number of suppliers for many of our component parts and services |
In some cases we rely on a limited group of suppliers to provide us with services and materials necessary for the manufacture of our products |
While we believe that substitute sources of supply at reasonably similar costs are available for these and other products purchased, our reliance on a limited group of suppliers involves several risks, including potential inability to timely obtain critical materials or services; potential increase in raw materials costs or production costs; potential delays in delivery of raw materials or finished products; and reduced control over reliability and quality of components or assemblies, as 14 outsourcing continues |
We do not have binding contractual commitments or other controls over our suppliers, and therefore cannot always rely upon the guaranteed availability of the materials necessary for the manufacture of our products |
If we are required to seek alternative contract manufacturers or suppliers because we are unable to obtain timely deliveries of acceptable quality from existing manufacturers or suppliers, we could be forced to delay delivery of our products to our customers |
In addition, if our suppliers and contract manufacturers increase their prices, we could suffer losses because we may be unable to recover these cost increases under fixed price production commitments to our customers |
Capital expenditures by wireless service providers for infrastructure equipment are volatile |
The late 1990s through 2000 saw dramatic growth in the demand for mobile communications |
Despite this rapid growth in customer demand, expenditures for capital infrastructure equipment by service providers began to decline rapidly during the first quarter of calendar year 2001 |
This had a negative impact on all of our Wireless product lines, particularly the printed-circuit board business |
During fiscal 2004, infrastructure spending rebounded due to the deployment of new technology to expand existing network capacity resulting in rising sales and orders across all of our Wireless product lines, and sales and orders have remained strong in fiscal 2005 and 2006 |
Despite this recent growth in customer demand, capital spending for wireless infrastructure equipment remains volatile and relatively unpredictable |
Future decreases in capital expenditures for wireless infrastructure equipment may adversely impact the success of these product lines |
Changes in funding for defense procurement programs could adversely affect our ability to grow or maintain our revenues and profitability |
The demand for many of our Space and Defense products has been favorably impacted by an upward trend in defense spending in the last few years for (among other things) advanced radar systems, advanced jamming systems, smart munitions, electronic surveillance systems and satellite and ground based communication systems |
Although the ultimate size of future defense budgets remains uncertain, current indications are that the total defense budget will continue to increase over the next few years |
However, the specific programs in which we participate, or in which we may seek to participate in the future, must compete with other programs for consideration during the budget formulation and appropriation processes |
While we believe that our products are a high priority for national defense, there remains the possibility that one or more of the programs we serve will be reduced, extended or terminated |
Reductions in these existing programs, unless offset by other programs and opportunities, could adversely affect our ability to grow our revenues and profitability |
We face continuing pressure to reduce the average selling price of our wireless products |
Many of our wireless customers are under continuous pressure to reduce costs and, therefore, we expect to continue to experience pressure from these customers to reduce the prices of the products that we sell to them |
Our customers frequently negotiate volume supply arrangements well in advance of delivery dates, requiring us to commit to price reductions before we can determine whether the assumed cost reductions or the negotiated supply volumes can be achieved |
To offset declining average sales prices, we believe that we must achieve manufacturing cost reductions and increase our sales volumes |
If we are unable to offset declining average selling prices, our gross margins will decline, and this decline could materially harm our business, financial condition and operating results |
We depend on the future development of the wireless and satellite communications markets, which is difficult to predict |
We believe that our future growth depends in part on the success of the wireless and satellite communications markets |
A number of the markets for our products in the wireless and satellite communications area have only recently begun to develop |
It is difficult to predict the rate at which these markets will grow, if at all |
Existing or potential wireless and satellite communications applications for 15 our products may fail to develop or may erode |
If the markets for our products in wireless and satellite communications fail to grow, or grow more slowly than anticipated, our business, financial condition and operating results could be harmed |
The markets which we serve are very competitive, and if we do not compete effectively in our markets, we will lose sales and have lower margins |
The markets for our products are extremely competitive and are characterized by rapid technological change, new product development and evolving industry standards |
In addition, price competition is intense and significant price erosion generally occurs over the life of a product |
We face competition from component manufacturers which have integration capabilities, as well as from the internal capabilities of large communications original equipment manufacturers and defense prime contractors |
Our future success will depend in part upon the extent to which these parties elect to purchase from outside sources rather than manufacture their own microwave components |
Many of our current and potential competitors have substantially greater financial, technical, marketing, distribution and other resources than us, and have greater name recognition and market acceptance of their products and technologies |
Our competitors may develop new technologies or products that may offer superior price or performance features, and new products or technologies may render our customers &apos products obsolete |
If we are unable to meet the rapid technological changes in the wireless and satellite communications markets, our existing products could become obsolete |
The markets in which we compete are characterized by rapidly changing technologies, evolving industry standards and frequent improvements in products and services |
If technologies supported by our products become obsolete or fail to gain widespread acceptance, as a result of a change in the industry standards or otherwise, our business could be harmed |
Our future success will depend in part on factors including our ability to enhance the functionality of our existing products in a timely and cost-effective manner; our ability to establish close working relationships with major customers for the design of their new wireless transmission systems that incorporate our products; our ability to identify, develop and achieve market acceptance of new products that address new technologies and meet customer needs in wireless communications markets; our ability to continue to apply our expertise and technologies to existing and emerging wireless and satellite communications markets; and our ability to achieve acceptable product costs on new products |
We must also continue to make significant investments in research and development efforts in order to develop necessary product enhancements, new designs and technologies |
We may not be able to obtain a sufficient number of engineers, or other technical support staff, or the funds necessary to support our research and development efforts when needed |
In addition, our research and development efforts may not be successful, and our new products may not achieve market acceptance |
Wireless and satellite technologies are complex and new products and enhancements developed by our customers can in turn require long development periods for our new products or for enhancement or adaptation of our existing products |
If we are unable to develop and introduce new products or enhancements in a timely manner in response to changing market conditions or customer requirements, or if our new products do not achieve market acceptance, our business, financial condition and operating results could suffer |
We rely on a limited number of original equipment manufacturers as customers and the loss of one or more of them could harm our business |
We depend upon a small number of customers for a majority of our revenues |
During fiscal 2006, we had two customers that each accounted for more than 10prca of our net sales (Nokia, who represented approximately 13dtta8prca, and Raytheon Company, who represented 16dtta7prca) |
We anticipate that we will continue to sell products to a relatively small group of customers |
Delays in manufacturing or supply procurement or other factors could potentially cause cancellation, reduction or delay in orders by a significant customer or in shipments to a significant customer |
Our future success depends significantly on the decision of our current customers to continue to purchase products from us, as well as the decision 16 of prospective customers to develop and market space and defense and wireless communications systems that incorporate our products |
We must continue to attract and retain qualified engineers and other key employees to grow our business |
Our continued success depends on our ability to continue to attract and retain qualified engineers, particularly microwave engineers, and management personnel |
Attracting and retraining qualified engineers, including microwave engineers, particularly in upstate New York, is very challenging |
If we are unable to successfully hire, train and retain qualified engineers and experienced management personnel, it could jeopardize our ability to develop new products for the wireless and space and defense markets, and could also negatively impact our ability to grow our business |
Failure to meet market expectations could impact our stock price |
The market price for our common stock is based, in part, on market expectations for our sales growth, earning per share and cash flow |
Failure to meet these expectations could cause the market price of our stock to decline, potentially rapidly and sharply |
In addition to the risks identified above, other risks we face include, but are not limited to, the following: o potential inability to timely ramp up to meet some of our customers &apos increased demands; o order cancellations or extended postponements; o unanticipated delays and/or difficulties increasing procurement of raw materials in Asia through our Suzhou, China facility; o technological shifts away from our technologies and core competencies; o unanticipated impairments of assets including investment values and goodwill; and o litigation involving antitrust, intellectual property, environmental, product warranty, product liability, and other issues |
You are encouraged to review Anarenapstas 2006 Annual Report, this Form 10-K for the fiscal year ended June 30, 2006, and Anarenapstas Form 10-Q for the three months ended March 31, 2006 and exhibits to those Reports filed with the Securities and Exchange Commission to learn more about the various risks and uncertainties facing Anarenapstas business and their potential impact on Anarenapstas revenue, earnings and stock price |
Unless required by law, Anaren disclaims any obligation to update or revise any forward-looking statement |